Sec Form 4 Filing - Horton William J @ Weber Inc. - 2023-01-06

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Horton William J
2. Issuer Name and Ticker or Trading Symbol
Weber Inc. [ WEBR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
1415 S. ROSELLE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
01/06/2023
(Street)
PALATINE, IL60067
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock 01/06/2023 C( 1 )( 2 )( 3 ) 160,942 A 160,942 I See footnotes( 2 )( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Profits Units in Weber HoldCo LLC $ 5.79( 4 )( 5 )( 3 ) 01/06/2023 C 448,848.93 ( 4 )( 5 )( 3 ) ( 4 )( 5 )( 3 ) Class A Common Stock 448,848.93 ( 4 )( 5 )( 3 ) 224,424.47 I See footnotes( 4 )( 5 )( 3 )
Profits Units in Weber HoldCo LLC $ 7.5( 4 )( 5 )( 3 ) 01/06/2023 C 448,848.93 ( 4 )( 5 )( 3 ) ( 4 )( 5 )( 3 ) Class A Common Stock 448,848.93 ( 4 )( 5 )( 3 ) 224,424.47 I See footnotes( 4 )( 5 )( 3 )
LLC Units in Weber HoldCo LLC $ 0( 1 )( 2 )( 3 ) 01/06/2023 C 160,942 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 160,942 ( 2 )( 3 ) 160,942 I See footnotes( 2 )( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Horton William J
1415 S. ROSELLE ROAD
PALATINE, IL60067
Chief Financial Officer
Signatures
/s/ Erik Chalut as Attorney-in-Fact for William J. Horton 01/10/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the issuance of shares of Class B common stock of the issuer ("Class B Common Stock") (and a corresponding number of common units of Weber HoldCo LLC ("LLC Units")) to Weber-Stephen Management Pool LLC ("Management Pool LLC") upon the conversion of Profits Units (as defined below) based on the intrinsic or spread value of the Profits Units at the time of conversion.
( 2 )Reflects shares of Class B Common Stock and LLC Units in which the reporting person holds an indirect pecuniary interest through ownership of corresponding common units of Management Pool LLC.
( 3 )The LLC Units (and a corresponding number of shares of Class B Common Stock) may be distributed to the reporting person at the reporting person's election, in which case the reporting person may then require Weber HoldCo LLC to redeem the LLC Units for newly issued shares of Class A common stock of the issuer ("Class A Common Stock") on a one-for-one basis (at which time, a corresponding number of shares of Class B Common Stock will also be cancelled on a one-for-one basis) or, at the issuer's election, an equivalent cash payment. The LLC Units do not expire.
( 4 )Reflects profits units in Weber HoldCo LLC (the "Profits Units") in which the reporting person holds an indirect pecuniary interest through ownership of corresponding profits units of Management Pool LLC. The Profits Units are convertible, at the reporting person's election, into LLC Units based on the intrinsic or spread value of the Profits Units at the time of conversion (at which time a corresponding number of shares of Class B Common Stock would be issued to Weber HoldCo LLC).
( 5 )Any Profits Units that have not been converted into LLC Units will automatically be converted into LLC Units following the first to occur of (i) the five-year anniversary of vesting and (ii) the one-year anniversary of the reporting person's termination of employment.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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